REG - Bidstack Group PLC - Update on CLN, Financial Update & Strategic Review

BidstackAnnouncement

05/02/2024 07:00

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RNS Number : 9418B  Bidstack Group PLC  05 February 2024

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 5 February 2024

Bidstack Group Plc

("Bidstack" or the "Company" or the "Group")

Update on Loan Agreement with Irdeto B.V, Financial Update and Strategic
Review

Bidstack Group Plc (AIM: BIDS) is providing an update on the loan agreement
and ancillary documents announced on 18 October 2023 ("CLN") with strategic
investor Irdeto B.V. ("Irdeto"), a financial update and information about the
Board's decision to initiate a strategic review.

 

Loan Agreement with Irdeto

 

On 18 October 2023, the Company announced that it had agreed to enter into the
CLN with Irdeto. In order to enable Irdeto to utilise the CLN, drawdown of the
further tranches of the Loan Agreement, beyond the initial tranche taken on or
around the date of execution of the CLN, was conditional on both (i) the
approval by the Company's shareholders of a share capital reorganisation; and
(ii) the approval of a waiver of Rule 9 ("Rule 9 Waiver") of the City Code on
Takeovers and Mergers ("City Code") by the Panel on Takeovers and Mergers
("the Panel") and the independent shareholders of the Company, voting on a
poll, in a general meeting (because, if the drawdowns of the loan facility
within the CLN were fully taken, at the earliest possible opportunity, and the
Company made no cash repayments, Irdeto could own in excess of 50% of the TVR
of the Company therefore, pursuant to the terms of the CLN, the Company was
required to seek the approval of the Rule 9 Waiver from the Panel.).

 

To obtain approval from the Panel, the Company is required to submit a draft
shareholder circular to the Panel containing all information required by the
Panel in relation to the Rule 9 Waiver. In order to provide the Company with
the requisite information within its circular, Irdeto had sought to obtain the
required disclosures from its parent company, Multichoice Group Limited
(JHB:MCG) ("Multichoice").

 

As at the date hereof, Irdeto has not obtained the appropriate disclosures and
requisite documentation from Multichoice and its board of directors and as a
result the Company has not been able to submit its draft circular and notice
of general meeting to the Panel for review.

 

Financial update

The Settlement and new commercial partnership with Azerion was announced on
the 22 December 2023.  Payments totalling EUR 3m have been made by Azerion in
consideration of both the full and final settlement to resolve all outstanding
claims and disputes and the establishment and activation of a new technical
and commercial collaboration between the companies.  Both companies are
moving forward collaboratively and will work together on a non-exclusive
basis.

To date, Bidstack has drawn down one tranche of £0.6m from the CLN and, as a
result of the delays stated above, does not currently expect to make any
further draw downs.  Despite the recent receipt of the cash settlement
reached with Azerion the Group's working capital position remains tight and
will need further working capital in the short term.

 

The Group has continued to manage its cash resources very carefully.  At 31
January 2024 the Group's unaudited cash balance was approximately £1.4m
which, without further external funding, and assuming the Company cannot
utilise any more funds from the CLN, the Group only has sufficient cash
resources until the end of March 2024.

 

Strategic Review

 

Whilst the Company is keen to continue to work with Irdeto as previously
announced, the Board of the Company feels that it must also consider other
funding alternatives and has decided to initiate a strategic review. The Board
has appointed Alvarez & Marsal Europe LLP, a restructuring adviser who,
alongside the Company and its other advisers, will look at all options for the
future of the Group which may or may not involve a sale of the Company's
assets.

 

Further announcements will be made in due course.

 

-ENDS-

 

Contacts

 Bidstack Group Plc

 James Draper, CEO                                        via SPARK
 SPARK Advisory Partners Limited (Nominated Adviser)      +44 (0) 203 368 3550

 Mark Brady / Neil Baldwin / James Keeshan
 Stifel Nicolaus Europe Limited (Broker)

 Fred Walsh / Tom Marsh                                   +44 (0) 20 7710 7600
 Alvarez & Marsal Europe LLP (Restructuring Adviser)      +44 (0) 20 7715 5200

 London Office

 

Notes to editors

About Bidstack

Bidstack's technology empowers video game publishers to monetise and manage
spaces within their virtual environments.  Its platform provides real-time
reporting, dynamic targeting and player communication tools for brand
activations and fan engagement.

 

 

 

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